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HOECHST CELANESE, COPLEY PHARMACEUTICAL ANNOUNCE AGREEMENT FOR HOECHST CELANESE TO ACQUIRE 51 PERCENT OF COPLEY FOR $55 PER SHARE IN CASH

 Aggregate Value of Transaction is Approximately $546 Million
 SOMERVILLE, N.J., and CANTON, Mass., Oct. 9 /PRNewswire/ -- Hoechst Celanese Corporation and Copley Pharmaceutical, Inc. (NASDAQ: CPLY) announced today that they have entered into an agreement providing that a subsidiary of Hoechst Celanese will promptly commence a tender offer for 9,934,100 Copley common shares, constituting approximately 51 percent of the fully diluted Copley common shares, at a price of $55 per share in cash. The offer is subject to, among other things, the tender of 9,934,100 shares of Copley's outstanding shares. The aggregate value of the transaction is approximately $546 million.
 The terms of the transaction include:
 -- Hoechst-Roussel Pharmaceuticals Inc., a subsidiary of
 Hoechst Celanese, has agreed that any generic version of
 its drugs that it determines to offer will be offered
 through Copley. Glyburide, sold by Hoechst-Roussel
 under the brand name DiaBeta, an antidiabetic
 therapeutic, will be the first drug available under this
 plan;
 -- Copley and Hoechst-Roussel will join together to serve
 the managed healthcare market through the formation of
 a market development and sales organization to maximize
 the sales of Copley and Hoechst-Roussel;
 -- a supply agreement where Hoechst Celanese has agreed to
 provide Copley with bulk pharmaceutical substances for
 generic product development;
 -- Jane Hirsh will continue as chairman of the board and
 chief executive officer of Copley. Copley will remain
 a public company and will continue to trade on the
 NASDAQ/NMS.
 The boards of directors of both companies have unanimously approved the transaction.
 Hoechst Celanese and the holders of 35 percent of the fully diluted Copley shares have entered into an agreement providing that such persons will tender their shares into the offer or, under certain circumstances, sell their shares to Hoechst Celanese for $55 per share. In addition, under certain circumstances, Hoechst Celanese will be entitled to a $20 million "break-up" fee.
 "The acquisition positions Hoechst Celanese to become a significant factor in the growing generic drug industry and changing healthcare marketplace," said Dr. Ernest H. Drew, president and chief executive officer of Hoechst Celanese Corporation. "Copley with its generic product portfolio complements our established, patented prescription pharmaceutical business by positioning us as a preferred supplier of cost-effective, multi-source, and innovative medicines. As a result of this agreement, Hoechst Celanese and Copley are positioned as leaders in a marketplace that is seeking to contain healthcare costs."
 Jane Hirsh, chairman and chief executive officer of Copley, said, "The Hoechst Celanese investment in Copley signals its recognition of the new paradigm in pharmaceuticals. It is appropriate that Hoechst Celanese, a subsidiary of the world's largest chemical producer, should pioneer the changes to truly support low cost pharmaceutical healthcare in the United States. Maintaining Copley as a public company assures that all our shareholders will be able to continue in our growth that is being fueled by the alliance with Hoechst Celanese. Copley is honored to have been chosen as its partner.
 "The strategic rationale for this combination is compelling. The Hoechst Celanese/Copley alliance sets the stage to evolve a great but small company of the '90s into a formidable generic pharmaceutical firm of the 21st century," Hirsh continued. "Within the changing landscape of healthcare delivery, Copley will be a leader with its strategy for change. Given the Hoechst Celanese initiative to develop fine chemical production within the United States, Copley's commitment to product development and low cost 'state of the art' manufacturing, and our combined activities in managed healthcare insures that we will have access to all price sensitive markets.
 "Our company was built by entrepreneurs. This agreement ensures that spirit remains alive and well as we continue as an independent, publicly traded entity. I am proud to say that Copley is dedicated to remaining in Massachusetts and our state and employees will benefit from our continued and enhanced growth," Hirsh concluded.
 Hoechst Celanese and Copley have also entered into an agreement providing that Jane Hirsh, chairman and chief executive officer of Copley, will continue to hold such offices for five years and that for five years (unless Hoechst Celanese's percentage interest in Copley decreases) the board of directors of Copley will consist of nine directors, three of whom will be Hoechst Celanese designees, three of whom will be Copley designees and three of whom will be jointly chosen independent directors. The agreement also provides that, for five years, Hoechst Celanese will not acquire more than 51 percent of the fully diluted Copley shares. After five years, any further acquisitions by Hoechst Celanese, other than privately negotiated purchases, will require the approval of Copley's independent directors.
 The tender offer will be made pursuant to definitive tender documents, which will be filed with the Securities and Exchange Commission and mailed to Copley shareholders promptly.
 Alex. Brown & Sons Incorporated is financial advisor to Copley.
 Hoechst Celanese develops, manufactures and markets prescription pharmaceuticals through its Hoechst-Roussel Pharmaceuticals Inc. subsidiary. Hoechst-Roussel is the worldwide center for neuroscience research and development, in such areas as Alzheimer's disease and schizophrenia, for its parent company Hoechst AG of Frankfurt, Germany. Hoechst Celanese is one of the world's leading producers of analgesic raw materials, manufacturing acetaminophen and, through its joint venture firm, BHC Company, ibuprofen.
 Hoechst AG is the world's largest chemical producer with $29 billion in sales. Hoechst's pharmaceutical division ranks among the leading international pharmaceutical companies in innovation and worldwide scope.
 Hoechst Celanese is a Fortune 100 company with 1992 sales of $7 billion. It is a wholly owned subsidiary of Hoechst AG of Germany with leading positions in chemicals, fibers, advanced materials and technologies, and the life sciences.
 Copley Pharmaceutical, Inc. is a leading manufacturer and marketer of a broad range of off-patent prescription and over-the-counter pharmaceuticals in a variety of dosages. The company markets its products to distributors, retail chains, wholesalers, hospitals, government agencies and managed care entities.
 -0- 10/9/93
 /CONTACT: Andrea Stine of Hoechst Celanese, 908-231-3752, or at home, 609-921-6375; or Steven Tannenbaum of Copley Pharmaceutical, 617-821-6111, ext. 121; or Joele Frank of Ogilvy Adams & Rinehart, 212-880-5265/
 (CPLY)


CO: Hoechst Celanese Corporation; Copley Pharmaceutical, Inc. ST: New Jersey IN: MTC SU: TNM

CC -- NYON1 -- 0416 10/09/93 01:03 EDT
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Publication:PR Newswire
Date:Oct 9, 1993
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